AMENDMENT NO. 9 TO GUARANTEE AGREEMENT

AMENDMENT NO. 9 (the "Amendment") dated as of June 30, 1995 to that certain
Guarantee Agreement dated as of July 12, 1988 as amended by Amendment and
Waiver dated as of April 12, 1990, Amendment No. 2 dated as of October 9, 1990,
Amendment No. 3 dated as of April 8, 1991, Amendment No. 4 dated March 26,
1992, Amendment No. 5 dated June 9, 1992, Amendment No. 6 dated July 30, 1993,
Amendment No. 7 dated March 3, 1994, effective as of December 31, 1993 and
Waiver and Amendment No. 8 to Guarantee Agreement dated February 10, 1995 (as
so amended, the "Existing Guarantee") made by EDO Corporation, a New York
corporation (the "Guarantor") in favor of NatWest Bank N.A. (formerly National
Westminster Bank USA) (the "Bank") (as successor in interest to Manufacturers
Hanover Trust Company ("Manufacturers").

                             W I T N E S S E T H :

WHEREAS, the Guarantor and Manufacturers were parties to the Existing
Guarantee;

WHEREAS, the Bank succeeded to all of Manufacturers' right, title and interest
under the Existing Guarantee pursuant to that certain Assignment and Assumption
Agreement dated as of June 8, 1990 between Manufacturers and the Bank;

WHEREAS, the Guarantor has requested that the Bank amend certain provisions of
the Existing Guarantee;

WHEREAS, the Bank has agreed to such request subject to the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

  1. The Existing Guarantee is hereby amended as follows:

    (a) Subsection 10(b)(vi)(Liabilities to Net Worth) is amended by adding the
following proviso at the end thereof:

"provided, however, for purposes of this subsection 10(b)(vi), as at any date
of determination thereof, Consolidated Total Liabilities shall not include the
customer advance payment in connection with a future contract between the
Government of Brazil and the Borrower's Defense and Space Division.

    (b) Subsection 10(b)(x) is amended by deleting clauses (ii) and (iii)
thereof in their entirety and substituting therefor the following:

"(ii) $3,500,000 for the fiscal year ending December 31, 1995, (iii) $3,000,000
for the fiscal year ending December 31, 1996, and (iv) $4,000,000 in any fiscal
year thereafter."

    (c) Subsection 12(a) is amended by deleting the clause "At any time on or
after April 1, 1996," and substituting therefor the clause "At any time on or
after April 1, 1997,".

  2. In order to induce the Bank to execute and deliver this Amendment, the
Guarantor hereby represents and warrants to the Bank that the representations
and warranties set forth in Section 9 of the Existing Guarantee are true and
correct as if made on the date hereof except for changes in the ordinary course
of business, none of which, singly or in the aggregate, have had a material
adverse effect on the business, operations or financial condition of the
Guarantor or on the ability of the Guarantor to perform its obligations under
the Existing Guarantee and other than as has been publicly reported by the
Guarantor in its announcements, releases or filings with the Securities and
Exchange Commission; provided, however, that all references to the term
"Guarantee" shall be deemed to be references to the Existing Guarantee as
amended by this Amendment.

  3. Defined terms used in this Amendment not otherwise defined herein shall
have the meanings set forth in the Existing Guarantee unless the context
otherwise requires. Except as expressly amended hereby, all of the terms and
conditions of the Existing Guarantee shall remain in full force and effect.

  4. This Amendment shall be governed by and construed in accordance with the
laws of the State of New York and may be executed in any number of
counterparts, all of which taken together, shall constitute one and the same
document.

IN WITNESS WHEREOF, the parties hereto have set their signatures as of the date
first above written.

                                               EDO CORPORATION


                                               By__________________________
                                                          Title

                                               NATWEST BANK N.A.


                                               By__________________________
                                                          Title